Legal Disclaimer

This page states the terms and conditions under which you (“you”, “your”, or the “User”) may use this site, and the various services (“Services”) offered from the site, which is the property of Clarocity Inc. and/or its affiliated entities (collectively “Clarocity”). Your use of this site constitutes acceptance of these terms and conditions. If this agreement is being presented via a “click-wrap” screen, by clicking “I agree”, you agree to be bound by these terms and conditions.

To the extent you have entered into a specific written agreement with Clarocity for Clarocity services, the terms of that written agreement will govern to the extent they are inconsistent with this Terms of Service agreement.

These terms were last revised on April 23, 2020.

Clarocity may change these terms of service or any fees payable to Clarocity by giving 30 days written notice, which shall not commence prior to the end of any term for the applicable Service if a term other than monthly has been agreed to.

Intellectual Property: Copyright © 2020 Clarocity Inc. All rights reserved. The contents of this site are owned by and copyrighted by Clarocity Inc. and its suppliers and may contain trademarks of Clarocity or others. You may print or copy portions of this site for your own use only - provided that all copyright and trademark provisions contained on the site remain intact. Without limitation, Clarocity has trademarks in “Clarocity”, and the Clarocity logo.

Unauthorized use of any portion of this site or the Services beyond that contained in the previous paragraph may violate copyright, trademark, and other laws.

Payment Terms: Any payments, or any deposits paid for any Services, are not refundable absent default by Clarocity.

Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%).

Limitations: The User will not: (a) reproduce, sell, rent, assign, lease, sublicense, distribute, pledge, serve third parties, market or commercially exploit, in any way, except as provided in this Agreement the Services or any component thereof; (b) use the Services for any purpose or function whatsoever other than for its own internal use; (c) use the Services except as authorized herein; (d) reverse engineer, decompile, disassemble or create derivative works from any software that is part of the Service, except and only to the extent such activity is expressly permitted by applicable law notwithstanding such limitation; (e) remove, modify or obscure any watermark (either visible of invisible) or any copyright, trademark or other proprietary rights notices that appear on any software or that appear on any images or during use of any software or Services; or (f) use the Services for activities specifically prohibited by Clarocity’s acceptable use policy.

Acceptable Use Policy: The User will not: (a) use the Services for illegal purposes; (b) upload, post, publish, transmit, reproduce any Content that (i) infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any party; (ii) violates or infringes the rights of others, including content which is inaccurate, false, hateful, threatening, abusive, offensive, harassing, unlawful, defamatory, libelous, tortuous, slanderous, invasive of privacy or publicity rights, vulgar, obscene, profane, or is racially, ethnically or otherwise objectionable; (iii) is pornographic, sexually explicit or contains nudity; (iv) contains viruses Trojan horses, bots, worms or other harmful or destructive components or features designed to interrupt, alter, destroy or limit the functionality of any software, hardware or telecommunications equipment; or (v) you know, or reasonably should know, cannot be legally distributed in such manner; (c) engage in conduct which in Clarocity's sole discretion restricts or inhibits other users from using or enjoying the Services; (d) create a false identity for the purpose of misleading others, impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (e) forge or otherwise manipulate uniform resource locators or other identifiers to disguise the origin of any Content transmitted through the Service, to acquire unauthorized access to restricted areas of the Service, or for any other purposes; (f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (g) use any automated queries of any sort on the Service; or (h) place partial pages of this site within frames on your site, or otherwise suggest that the content is yours.

Clarocity does not routinely review or edit Content. Clarocity may however monitor, edit or remove any Content if the Content violates the Terms of Service.

User Registration, Password and Security: Certain Services require the payment of a fee and/or the User to register with their contact information, a username, and a password. Unless otherwise agreed in writing the fees and service limits will be those published by Clarocity at the time of purchase. Purchasers of Services will also be required to provide billing, credit card and payment information. You will provide accurate, and complete information about yourself (including your email address which will be used by Clarocity as the primary method of communication to the User) and maintain up-to-date information by making changes to your profile. All amounts paid in advance to Clarocity are non-refundable. You agree to be responsible for all acts and omissions that occur in connection with your password. You will keep your password confidential and to notify Clarocity immediately if you believe that the security of your password has been compromised.

Clarocity Supplied Content: If the Services involve the viewing of content supplied by Clarocity, such as the Streetscape product, the Services consist of access to a database of images in specified geographic locations on the terms contained herein. All images and other content that forms part of the Services are owned by Clarocity (or are owned by a related entity and used under license) and protected by copyright. Such images are owned by Clarocity and not by the User, even if those images or content have been specifically requested by or paid for by the User. Clarocity hereby grants to the User a non-exclusive, non-transferable license to access the portion of the content of the database agreed to between the User and Clarocity. The User may use the Services only for internal access by its employees or contractors for the purpose of conducting the User’s business, unless Clarocity specifically agrees otherwise in writing. For clarity, the User may not allow access by the general public to the Services or the images provided thereunder. User access will in most cases consist of online access, however in some instances where custom images are requested by a User they will be provided on physical media, and, at Clarocity’s discretion, added to the database for use by its Users generally. The images in the database may be updated by Clarocity from time to time for its Users generally, but Clarocity makes no promises about the frequency of such updates.

Access: Users may only access the Services through the web-based interface provided by Clarocity. While limited free support is provided, Clarocity is not required to provide any free assistance, including any technical or User support, in connection with the Services.

Limited Warranty: While Clarocity uses reasonable efforts to maintain this site and its Services in an up-to-date fashion, it does not warrant the completeness, timeliness or accuracy of this site or the Services or that they will satisfy the User’s expectations. Clarocity reserves the right from time to time, and at any time, to modify, suspend or discontinue the Service (or any part thereof) with or without notice. The site and Services are provided “as is”.

Clarocity will use commercially reasonable efforts to provide the Services on a 24-hour basis, subject to matters outside its reasonable control, and the service levels provided by its third-party content delivery network. Clarocity will use reasonable efforts to enforce any service level and warranty obligations of its suppliers.

Notwithstanding anything else contained in this Agreement, Clarocity’s warranties and liabilities for any matters shall not exceed those provided to Clarocity from any third-party providing services to Clarocity.

Clarocity disclaims all warranties or conditions, express or implied, in respect of this site and the Services including any implied warranties or conditions of fitness for a particular purpose, merchantability and noninfringement.

In no event is Clarocity liable for any damages whatsoever (including, without limitation, direct, incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use this site or the Services, the reliability of the Internet, or the material contained on the site or provided by the Services, whether based on warranty, contract, tort, negligence, strict liability, operation of law, or any other legal theory, and whether or not Clarocity is advised of the possibility of such damages.

You acknowledge that Clarocity has set its prices and created this site and its services in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the bargain between the parties. They shall apply even if the contract between you and Clarocity is found to have failed in its fundamental or essential purpose or has been fundamentally breached.

The user will indemnify Clarocity for any damages Clarocity may suffer resulting from your use of this site or services or breach of these terms.

Jurisdiction: This site and the use of the Services are governed by the laws of the Province of Ontario, Canada, excluding any conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action against Clarocity shall take place in the courts of the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the courts of Ontario. Regardless of any statute or law to the contrary, any action, suit or proceeding arising out of or related to the site or the Services or to the Terms of Service must be commenced within 1 year after such claim or cause of action arose or be forever barred.

Third Party Sites: Any third-party sites that are linked to this site are not under Clarocity’s control. Clarocity is not responsible for anything on the linked sites. Clarocity provides links as a convenience only and such links do not imply any endorsement by Clarocity of those sites.

Privacy: To the extent that Clarocity collects any information from its users, either by actively provided information or otherwise, it uses such information only for its own purposes. Such information is not divulged unless required by competent authorities or to the extent required or allowed under applicable privacy legislation. Notwithstanding the above, Clarocity cannot guarantee that there will never be a situation where personal information is disclosed. Users should not provide Clarocity with personal information that the user does not wish others to know. Details of Clarocity’s privacy policy are at https://www.clarocity.ca/privacy-policy.php, which governs in the case of conflict with these terms of service.

Purchase Terms: Clarocity tries to provide accurate information on this site, but errors may occur. Clarocity reserves the right to change the prices of goods and services available through the site without any notice or liability. Clarocity cannot guarantee goods or services advertised on the site will be available when ordered or thereafter. Clarocity reserves the right at any time to reject, correct, cancel, or terminate any order for any reason whatsoever. If you order goods or services for which the price was incorrectly displayed, Clarocity will provide you with an opportunity to place an order at the correct price. If you order goods or services that are not available, Clarocity will notify you by email. Clarocity reserves the right to limit quantities sold. Nothing on the site is an offer to sell. Your properly completed and delivered order form is your offer to purchase the goods or services in your order. Your order is deemed accepted only when Clarocity sends an acceptance notice email to your email address.

Default: Clarocity may immediately terminate or suspend the provision of Services to a User with or without notice upon the occurrence of any of the following events: (a) user fails to pay fees when due; (b) User fails to comply with any provision of this Agreement or uses the Services beyond the scope described herein; (c) User attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Clarocity; or (d) User files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the user, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by User of any act or proceeding for the winding up of its business.

Prior Agreement: Except to the extent agreed otherwise in writing, this Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. Except as otherwise described herein, this Agreement cannot be amended or modified, other than by a change made in writing, dated, and executed by the parties.

Language: It is the express wish of the parties that the Terms of Service and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Capacity: By registering and accepting these Terms of Service, the User hereby represents, warrants and covenants to Clarocity that: (a) she/he has the legal capacity to subscribe and accept the Terms of Service as well as be bound by its content; (b) he/she is at least 18 (eighteen) years of age.

Securities: Nothing on this site is intended to be an offering for sale of Clarocity securities to the public.

Notices: Notices may be sent to you or you may send notices to Clarocity via either e-mail or regular mail. The Service may also provide notification of any changes to the Terms of Service or other matters pertaining to the Service by displaying notices or links to notices generally on the Service.

Clarocity may be contacted at:

408 - 383 Richmond Street London, Ontario N6A 3C4
e-mail: support@clarocity.ca
Tel: (519) 963-2015